8-K/ALeadership Changes

HOME DEPOT, INC. 8-K/A Report, Executive Changes (Oct 20, 2014)

Filed October 20, 2014For Securities:HD

Summary

This 8-K amendment from Home Depot (HD) details the executive compensation adjustments for Craig A. Menear and Francis S. Blake following Mr. Menear's promotion to CEO and President, effective November 1, 2014. Mr. Menear, previously President of U.S. Retail, will see his base salary increase to $1,300,000 and his annual incentive target set at 200% of base salary. He will also receive a stock option award valued at $3,500,000, vesting over five years. Mr. Blake, transitioning from CEO to Chairman, will remain employed as an executive officer. His base salary will be adjusted to $750,000, with his annual incentive target remaining at 200% of base salary. Importantly, Mr. Blake is not expected to receive future equity awards in his new capacity. These compensation changes reflect the leadership transition and are designed to align with the company's performance goals.

Key Highlights

  • 1Craig A. Menear's compensation package adjusted upon promotion to CEO and President, effective November 1, 2014.
  • 2Menear's new annual base salary increased to $1,300,000.
  • 3Menear's annual incentive target set at 200% of base salary.
  • 4Menear to receive a stock option award valued at $3,500,000, with a five-year vesting schedule.
  • 5Francis S. Blake's compensation adjusted for his new role as Chairman and continued executive officer status.
  • 6Blake's new annual base salary will be $750,000.
  • 7Blake's annual incentive target remains at 200% of base salary; no future equity awards are anticipated for him.

Frequently Asked Questions

This is an amendment to a previous 8-K filing that officially details the executive compensation adjustments for Craig A. Menear, the new CEO, and Francis S. Blake, the transitioning Chairman, following Mr. Menear's promotion to Chief Executive Officer and President, effective November 1, 2014.

Effective November 1, 2014, Mr. Menear's annual base salary will be $1,300,000. His annual incentive target under the Management Incentive Plan will be 200% of his base salary. Additionally, he will be granted stock options valued at $3,500,000, which will vest over five years.

As Chairman and an executive officer, Mr. Blake's annual base salary will be $750,000, effective November 1, 2014. His annual incentive target will remain at 200% of his base salary. The filing notes that no future equity awards are expected for Mr. Blake in this role.

The compensation adjustments for both Mr. Menear and Mr. Blake are effective November 1, 2014, coinciding with the leadership transition where Mr. Menear assumes the CEO role and Mr. Blake transitions to Chairman.